What is S&K?

S&K is Node Proptech's legal counsel, responsible for delivering the Reg D 506(c):

offering framework

drafting the Private Placement Memorandum

defining secondary transfer rules,

establishing the marketing guardrails

that govern how the platform communicates with prospective investors.

S&K's Role in the Node Legal Framework

Every time a potential investor accesses the Node platform, they are interacting with the legal framework that S&K constructed. The content they see:

The terms of the offering

The notice procedures

The governance rights

The resolution mechanisms

are all designed by S&K to satisfy Reg D 506(c) requirements while enabling the operability of the platform.

S&K delivers the legal architecture that makes every Node offering a compliant securities transaction under U.S. law. This begins with the Reg D 506(c) exemption framework, the SEC provision that permits general solicitation of private securities offerings to verified accredited investors.

The firm drafts the Private Placement Memorandum for each SPV, the formal document that discloses offering terms, risk factors, investor rights, and the rules governing ownership interests. The PPM is a regulated document that defines what the investor is buying, what risks they are taking, and what rights they hold.

Transfer Rules and Marketing Guardrails

S&K defines the transfer restrictions that govern how ownership interests move between investors. These restrictions reflect statutory requirements under Reg D 506(c), including:

the 12-month holding period

accreditation verification for transferees

jurisdictional eligibility checks.

These rules are encoded into the on-chain factory contract layer and enforced automatically at the smart contract level.S&K's transfer rules are not arbitrary. They reflect both regulatory requirements and Node's desire to maintain secondary market compliance. By encoding transfer restrictions into smart contracts, Node and S&K remove the possibility of manual override or inadvertent non-compliance.

The rules are enforced mechanically and transparently. S&K defines the transfer restrictions that govern how ownership interests move between investors.

S&K also establishes the marketing guardrails for the platform. Securities offerings are subject to strict rules about what can and cannot be communicated to prospective investors. S&K defines what language Node can use, what claims require disclaimers, and where the boundary sits between education and solicitation.

Why Legal Counsel Is Structural

In a compliance-native platform, legal counsel is not a consultant retained for occasional questions. S&K's work defines the legal skeleton of the entire operation:

Every SPV formation

Every investor onboarding flow

Every secondary transfer pathway

Every public-facing statement operates within the framework S&K has built.

This is why Node positions S&K as part of the institutional partner stack rather than as an external advisor. The legal framework either enables the platform's vision or constrains it. S&K's work directly affects what kinds of offerings Node can bring to market, how quickly it can scale, and what investor base it can access.

The legal framework is infrastructure, embedded in the product the same way KYC verification and transfer agent functions are embedded.

S&K at Node Proptech

S&K sits alongside Ocorian (SPV administration), Securitize (transfer agent), SumSub (KYC/AML), and Forvis Mazars (audit) in the Node institutional partner stack.

S&K's scope covers legal structuring, disclosure drafting, transfer rule design, and marketing compliance. The firm's output is the legal layer that the rest of the partner stack operates within.